IRVINE, Calif., April 17, 2018 /PRNewswire/ -- Netlist, Inc.
(NASDAQ: NLST) ("Netlist" or the "Company"), today announced that
its Board of Directors has renewed the stockholder rights agreement
(the "Rights Agreement") it entered in April 2017. Other
terms of the renewed Rights Agreement remain unchanged. The
Board of Directors renewed the Rights Agreement in connection with
the Company's ongoing patent infringement proceedings.
All rights issued under the Rights Agreement will expire
twelve months after the date of renewal or, if earlier, upon the
final resolution of Netlist's patent infringement proceedings
against SK hynix, Inc.
In general terms, the Rights restrict any person or group from
acquiring beneficial ownership of 15% or more of the Company's
outstanding common stock (including, for these purposes, certain
derivative securities), which may block or render more difficult a
merger, tender offer or other business combination or takeover
attempt of the Company without the support of the Netlist Board of
Directors.
Pursuant to the Rights Agreement, one Right has been distributed
for each outstanding share of Netlist's common stock held by
stockholders of record as of the close of business on May 18,
2017 and each share of Netlist's common stock issued thereafter
(subject to certain exceptions). Each Right entitles the
holder to purchase a unit (each, a "Unit") consisting of a
fraction of a share of the Company's Series A preferred stock
having economic and voting rights similar to one share of the
Company's common stock. The Rights will become exercisable
only if a person or group (subject to certain exceptions) acquires
beneficial ownership of 15% or more of the Company's common stock.
In that situation, each holder of a Right (other than the
person or group triggering the exercise of the Rights) will be
entitled to purchase, at the then-current exercise price, a number
of Units (and, in certain circumstances, other consideration)
having a value of twice the exercise price of the Right (a 50%
discount). Subject to adjustment as set forth in the Rights
Agreement, the exercise price is $6.56 per Right, which equates to an aggregate
market value of the Company's outstanding securities, assuming full
exercise or conversion of all outstanding derivative securities, of
approximately $500 million.
Stockholders are not required to take any action to receive
the distribution of their Rights. Until the Rights become
exercisable, they will not be evidenced by separate certificates
and will trade automatically with shares of the Company's common
stock.
BRG Valuation Services, LLC served as financial advisor and
Morrison & Foerster LLP served as legal advisor to the Company
in connection with the Rights Agreement.
Further information about the Rights Agreement and the renewal
of its term can be found in the Company's Current Report on Form
8-K filed with the Securities and Exchange Commission on
April 17, 2017 and April 17, 2018 and in the "Summary of Rights"
contained in the "Investors" section of the Company's website,
www.netlist.com.
About Netlist, Inc.
Netlist provides high-performance modular memory subsystems to
customers in diverse industries that require enterprise and storage
class memory solutions to empower critical business decisions.
Flagship products NVvault® and EXPRESSvault® enable customers
to accelerate data running through their servers and storage and
reliably protect enterprise-level cache, metadata and log data by
providing near instantaneous recovery in the event of a system
failure or power outage. HybriDIMM™, Netlist's
next-generation storage class memory product, addresses the growing
need for real-time analytics in Big Data applications, in-memory
databases, high-performance computing and advanced data storage
solutions. Netlist also resells component products to
end-customers that are not reached in the distribution models of
the component manufacturers, including storage customers, appliance
customers, system builders and cloud and datacenter customers.
Netlist holds a portfolio of patents, many seminal, in the
areas of hybrid memory, storage class memory, rank multiplication
and load reduction. Netlist is part of the Russell Microcap®
Index. To learn more, visit www.netlist.com.
Safe Harbor Statement
This news release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements other than
historical facts and often address future events or Netlist's
future performance. Forward-looking statements contained in
this news release include express or implied statements about,
among other things, Netlist's ongoing patent infringement
proceedings, including its proceedings against SK hynix.
All forward-looking statements reflect management's present
assumptions, expectations and beliefs regarding future events and
are subject to known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from
those expressed in or implied by any forward-looking statements.
These risks, uncertainties and other factors include, among
others: the status of the Company's patent infringement proceedings
and the timeliness in which they will progress; the Company's and
any counter-party's strategy, plan or approach with respect to
these proceedings or any potential settlement thereof; risks
relating to Netlist's business and general industry, economic,
political and market conditions; uncertainties regarding the
results of a settlement, adjudication or other resolution of any of
these proceedings, if any, which may produce damages or settlement
amounts that do not meet Netlist's expectations or may not be
resolved in Netlist's favor at all; and other risks associated with
litigation generally. These and other risks and uncertainties are
described in Netlist's annual report on Form 10-K for its most
recently completed fiscal year filed on March 30, 2018, and
the other filings it makes with the U.S. Securities and Exchange
Commission from time to time, including any subsequently filed
quarterly and current reports. In light of these risks,
uncertainties and other factors, these forward-looking statements
should not be relied on as predictions of future events. These
forward-looking statements reflect Netlist's assumptions,
expectations and beliefs only as of the date they are made, and
except as required by law, Netlist undertakes no obligation to
revise or update any forward-looking statements for any reason.
For more information, please
contact:
Investors/Media:
The Plunkett Group
Mike Smargiassi/Sharon Oh
NLST@theplunkettgroup.com
(212) 739-6740
View original
content:http://www.prnewswire.com/news-releases/netlist-renews-stockholder-rights-agreement-300631106.html
SOURCE Netlist, Inc.